220 Mass. 232 | Mass. | 1915
This is an action for damages for the alleged breach of a contract by the defendants because of their refusal to accept and pay for two hundred bales (one hundred thousand pounds) of cotton waste or screen.
The plaintiff and the defendants had a conversation by telephone relating to the sale by the plaintiff to the defendants of the cotton waste on May 24, 1911, and there was evidence to show that as a result of this conversation and as confirmatory of the oral agreement between the parties a written order was sent by the defendants to the plaintiff and a letter was sent by the plaintiff to the defendants. The order and letter, each being dated May 24, 1911, include a purchase and sale of one hundred bales of waste or screen in addition to the two hundred bales which are the subject of the present action.
The case seems to have been tried by both parties upon the assumption that whatever oral contract had been made between
The plaintiff contended, and the trial judge ruled in substance, that these words related solely to the time of shipment, and that the order was not to be construed as an option. The judge refused to rule that the contract was ambiguous and declined to submit the question to the jury as 'to whether the words “if desired” related to the time of shipment or gave the defendants the option of accepting or declining to take the two hundred bales as they might elect.
The defendants contended that the words used constituted an option to purchase, or at least that the contract was ambiguous, and that extrinsic evidence "was admissible to explain its meaning as used by the parties.
It is well settled that the construction of a written contract which is plain in its terms and free from ambiguity presents a question of law for the court; and to leave the interpretation of such a contract to a jury would be manifest error. On the other hand it is a familiar principle that where a contract is so expressed as to leave its meaning obscure, uncertain or doubtful, evidence of the circumstances and conditions under which it was entered into are admissible, not to contradict, enlarge or vary its terms by paroi, but for the purpose of ascertaining the true meaning of its language as used by the parties. Strong v. Carver Cotton Gin Co. 197 Mass. 53. Sleeper v. Nicholson, 201 Mass. 110. Jennings v. Puffer, 203 Mass. 534.
We do not decide whether the order and letter constitute a contract between the parties. See Lyman B. Brooks Co. v. Wilson, 218 Mass. 205.
Because of the exclusion of evidence of this character offered by the defendants, and because of the ruling that the contract did not constitute an option and that it was not ambiguous and therefore that its interpretation was not for the jury, the entry must be
Exceptions sustained.